Subject to the terms of this Agreement and the applicable Order Form, IECC grants Customer a limited, non-exclusive, non-transferable, non-sublicensable commercial licence to use The Ivory Index Software for the purposes, User counts, and term specified in the Order Form.
Article II — Licence Tiers
Tier
Permitted Use
User Count
Institutional
University admissions office internal use
As per Order Form
Consulting
Admissions consulting firm client delivery
As per Order Form
Enterprise
Corporate talent acquisition / HR use
As per Order Form
API/Integration
Integration into third-party platforms
As per Order Form
Article III — Restrictions
No redistribution or sublicensing beyond authorised User count
No white-labelling or rebranding without separate written agreement
No use to train competing AI models or develop competing products
No removal of IECC copyright notices or attribution
Article IV — Intellectual Property — Explicit Allocation
Customer owns:
All data, content, and materials uploaded or provided by Customer ("Customer Inputs")
Personal statements and original works authored by Customer's end users
Customer's own prompts submitted to the AI system
IECC owns:
The Software, source code, and all updates and derivative works thereof
All AI models, model weights, and underlying machine learning architecture
All scoring frameworks, evaluation methodologies, and proprietary algorithms
All brand assets, documentation, and user interface design
Licensed to Customer under a non-exclusive, non-transferable licence for internal business use
IECC does not assign ownership; Customer receives a use licence only
No warranty of originality, uniqueness, or copyright protectability is given for Generated Outputs
Article V — Fees
Commercial licence fees are specified in the Order Form. All fees are non-refundable except as specified in the Refund Policy or where required by mandatory law. Fees may be adjusted at renewal with 60 days' advance written notice.
Article VI — Support & Updates
Commercial licensees receive the support tier specified in the Order Form. Software updates are provided as released during the licence term. Major version upgrades may require a new order or additional fees.
Article VII — Audit Rights
IECC may audit Customer's use of the Software to verify compliance with licence terms, subject to the following conditions:
Frequency: No more than once per calendar year, unless IECC has reasonable grounds to suspect material breach
Notice: Minimum 15 business days' prior written notice
Auditor: Conducted by an independent third-party auditor mutually agreed upon (or, absent agreement within 10 days, appointed by IECC from a Big 4 accounting firm)
Confidentiality: The auditor shall execute a non-disclosure agreement with Customer prior to commencing the audit; audit findings shall be shared only in aggregate and shall not disclose Customer's competitively sensitive information
Scope: Limited to licence compliance verification; the auditor shall have no access to Customer's proprietary product or business information beyond what is strictly necessary
Cost: IECC bears audit costs unless material underpayment (>5%) is discovered, in which case Customer bears reasonable audit costs
Conduct: Audits shall be conducted during normal business hours and shall not unreasonably disrupt Customer's operations
Article VIII — Termination
IECC may terminate this licence upon 14 days' written notice if Customer materially breaches this Agreement (including exceeding authorised User count) and fails to cure such breach within the notice period. Upon termination, Customer must immediately cease all use and destroy all copies. IECC shall provide Customer with a 30-day export window for Customer Inputs and Generated Outputs stored in any IECC-hosted environment.
Drafted with the assistance of
Voidlex
Imperial Legal Intelligence · IECC Suite · v2.6
This document was prepared with the assistance of Voidlex, a legal document
drafting tool developed by Imperial Eminence Cyberguard Corporation (IECC).
Voidlex is a drafting aid only. It does not constitute legal advice, does not
practice law, and does not guarantee the legal enforceability of this document in any
jurisdiction. Users are strongly encouraged to seek independent legal counsel before
relying on this document for commercial, regulatory, or enforcement purposes.
Governing Law — All DisputesCayman Islands · Grand Court of the Cayman Islands
